GBC Company Registration in Mauritius - Business Starting & Setup

GBC is regulated by the Companies Act 2001 and licensed by the Mauritius Financial Services Commission.

GBC is a company that is considered resident and operates in the territory of Mauritius. Such a company has the right to engage in any type of activity, except for those that require obtaining a special permit (banking, insurance and reinsurance, management of funds, collective investment schemes, trust management, guardianship, provision of investment advice, etc.).

In order for a company to be considered resident in Mauritius and eligible for a GBC license, it must manage and control its activities in Mauritius. According to Art. 71(4) of the Financial Services Act 2007, the exercise of command and control may result from the following:

• the company has at least 2 directors resident in Mauritius (the Law explains that directors resident in Mauritius must be sufficiently qualified and able to reason and make decisions independently);
• the company has a main bank account in Mauritius;
• the company maintains accounting records and keeps them at its registered address in Mauritius;
• the company prepares statutory financial statements and audits these financial statements in Mauritius (which are then submitted to the public authority - the Financial Services Commission); c meetings of directors of the company are attended by at least 2 directors resident in Mauritius.

Also, to certify that it has management and control in Mauritius, a GBC company must meet at least one of the following conditions:

• having a real office in Mauritius;
• hiring at least one full-time local employee in Mauritius with administrative/technical functions;
• including an arbitration clause in the articles of association, according to which all disputes arising in connection with the articles of association are subject to arbitration in Mauritius (most clients opt for an arbitration clause; this can be incorporated into the company's articles of association at the incorporation stage);
• owning (or acquiring within the next 12 months) assets in Mauritius worth at least USD 100,000. However, such assets do not include cash in bank accounts or shares / interests in another company with a GBC license;
• listing of shares on a securities exchange in Mauritius; annual expenses in Mauritius, which, according to reasonable assumptions, could be borne by a similar company, managed and controlled in the territory of Mauritius.

In order to register a GBC in Mauritius, you must go through the following procedure:

1. Reserve a company name with the Registrar: Any person wishing to incorporate a company in Mauritius should ensure that the name is available prior to incorporation. To reserve a name for a company, an “Application for Reservation of a Company Name” (Form 11) must be completed and lodged with the Registrar of Companies who is responsible for the approval and reservation of names. Application forms for name reservation and incorporation of companies are available at the Registrar of Companies on request or may be downloaded.

2. Apply for incorporation through a licensed management and submit the application to the Registrar: The following documents must be submitted to the Registrar of Companies for the incorporation of a company:

• Form 1 - an application for incorporation of a company.
• A notice of reservation of name issued by the Registrar.
• Form 7 - the consent of every director of the proposed company. (Note that a company is only required to have a minimum of one director).
• Form 8 - (if applicable) – the consent of every secretary of the proposed company.
• Form 9 - the consent of every shareholder of the proposed company.
• Other documents to be submitted: Where the proposed company has a constitution, a certified copy of the constitution by a law practitioner must be submitted together with the above mentioned documents.

Where the Registrar is satisfied that the application for incorporation of a company complies with the Companies Act and upon payment of the prescribed fees, the Registrar will:

• enter the particulars of the company on the registers;
• assign a unique number to the company as its company number; and
• issue a certificate of incorporation in the prescribed form.

3. International business companies can simultaneously apply for a license to the Financial Services Commission.

erms of registration of the GBC company are from 1 month (depending on the structure). Opening an account in a local bank is possible WITHOUT personal presence.

Every company must have a registered office in Mauritius to which all communications and notices may be addressed and which shall constitute the address for service of legal proceedings on the company. Global business companies must also have the name of its management company or its registered agent, as the case may be, and the words “Registered Office” displayed permanently in a conspicuous place in legible romanised letters on the outside of its registered office.

All GBC companies must have a registered agent in Mauritius, which must be a management company licensed under Section 23 of the Financial Services Development Act, 2007 or an offshore bank in Mauritius. A registered agent is responsible for providing such services as the company may require in Mauritius including the filing of any return or document required under the FSA and the Companies Act; and the receiving and forwarding of any communications from, and to, the Commission or the Registrar.

A company must keep at its registered office the following records:

• the constitution of the company;
• minutes of the meetings and resolutions of shareholders within the last seven years;
• an interests register;
• minutes of all meetings and resolution of directors and directors’ committees within the last seven years;
• certificates given by directors under the Companies Act within the last seven years;
• the full names and addresses of the current directors;
• copies of all written communications to all shareholders or all holders of the same class of shares during the last seven years, including annual reports;
• сopies of all financial statements and group financial statements required to be completed by §210 for the last seven completed accounting periods of the company;
• accounting records for the current accounting period and for the last seven completed accounting periods of the company;
• the share register; and
• the copies of instruments creating or evidencing charges required to be registered.

There are no mandatory requirements regarding the company seal.

The redomiciliation of companies either to or from Mauritius is permitted.

GBC must have at least two Mauritian resident directors. Directors can only be individuals.

There is no open register of directors in Mauritius.

Meetings of directors can be held anywhere.

GBC is required to have a secretary and a registered office in Mauritius, which is provided by a licensed management company or law firm if the company does not have an office.

The minimum number of shareholders in GBC is 1. A shareholder can be either an individual or a legal entity, the residence of such a person does not matter.

There is no public register of shareholders in Mauritius.

Each company must hold a general meeting of shareholders annually, no later than 6 months from the date of the balance sheet and no later than 15 months after the previous meeting. A new company must hold its first meeting within 18 months of incorporation, meaning the company is not required to hold a meeting in the first year of incorporation. Annual meetings can be held anywhere.